UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1997

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from               to              

Commission file number 0-20868

                    UNITED WASTE SYSTEMS, INC.
      (Exact name of Registrant as specified in its charter)

  Delaware                                           13-3532338 
(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)       Identification No.)

Four Greenwich Office Park, Greenwich, Connecticut          06830
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (203) 622-3131

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
  X   Yes         No

              APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the issuer's classes of
common stock as of May 6, 1997:

        Common Stock, $.001 par value   43,275,125 shares

                      UNITED WASTE SYSTEMS, INC.
     FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                              INDEX

                                                            Page 

PART I    FINANCIAL INFORMATION

 Item 1   Unaudited Condensed Consolidated Financial Statements

          Condensed Consolidated Balance Sheets as of March 31, 
          1997 and December 31, 1996 (unaudited) . . . . . . . .3

          Condensed Consolidated Statements of Operations for
          Three Months Ended March 31, 1997 and 1996
          (unaudited). . . . . . . . . . . . . . . . . . . . . .5

          Condensed Consolidated Statement of Stockholders' Equity
          for the Three Months Ended March 31, 1997
          (unaudited). . . . . . . . . . . . . . . . . . . . . .6

          Condensed Consolidated Statements of Cash Flows for 
          the Three Months Ended March 31, 1997 and 1996
          (unaudited)                                           7

          Notes to Unaudited Condensed Consolidated Financial  
          Statements                                            9

 Item 2   Management's Discussion and Analysis of Financial
          Condition and Results of Operations. . . . . . . . . 16

PART II   OTHER INFORMATION

 Item 1   Legal Proceedings. . . . . . . . . . . . . . . . . . 26

 Item 2   Changes in Securities. . . . . . . . . . . . . . . . 27

 Item 6   Exhibits and Reports on Form 8-K . . . . . . . . . . 28

          Signatures . . . . . . . . . . . . . . . . . . . . . 29
<TABLE>
                      UNITED WASTE SYSTEMS, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                        March 31              December 31
                                         1997                     1996          
                                                  (Unaudited)
<S>                              <C>                        <C>
Current assets:
  Cash and cash equivalents      $        75,951,282        $       2,567,854
  Accounts receivable, net of
    allowance for doubtful accounts
    of $3,179,000 in 1997 
    and $3,076,000 in 1996                56,278,321               54,963,664
  Prepaid expenses and other current
    assets                                27,431,050               29,989,310

          Total current assets           159,660,653               87,520,828

Property and equipment, net
  of accumulated depreciation of
  $107,706,000 in 1997 
  and $94,407,000 in 1996                405,093,226              387,980,224
Intangible assets, net                   303,329,347              286,851,677
Other assets                              36,665,855               38,688,965
                                 $       904,749,081        $     801,041,694
Current liabilities:
  Current portion of long-term debt
   and nonrecourse bonds         $         5,112,761        $       5,064,413
  Accounts payable                        21,303,689               23,923,298
  Deferred revenue                        12,432,289               12,189,998
  Due to seller                            4,834,128                4,258,016
  Short-term accrued landfill costs        5,458,442                4,648,923
  Current portion of capital lease 
    obligations                              471,351                  846,528
  Accrued expenses and other current
    liabilities                           31,690,968               24,768,470
          Total current liabilities       81,303,628               75,699,646

Long-term debt, less current portion     263,732,184              302,704,119
Obligations under capital leases, less
  current portion                            226,480                  373,296
Nonrecourse sewage facility revenue bonds,
  less current portion                     8,900,000                8,900,000

Accrued landfill costs                    47,455,368               44,878,800
Other long-term liabilities               12,849,742               13,137,811
Deferred income taxes                     40,531,715               36,634,609
Commitments and contingencies                              
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.

<TABLE>
                      UNITED WASTE SYSTEMS, INC.
             CONDENSED CONSOLIDATED BALANCE SHEETS - Con't
<CAPTION>
                                        March 31              December 31
                                         1997                     1996          
                                                 (Unaudited)
<S>                                <C>                      <C>                 
Stockholders' equity:
  Preferred stock, $.001 par value
  5,000,000 shares authorized; none
  outstanding
  Common stock, $.001 par value, 
  75,000,000 shares authorized;
  43,029,321 in 1997 and 39,089,553 
  in 1996 shares issued and 
  outstanding                               43,029                   39,090
Additional paid-in capital             370,767,938              248,973,700
Retained earnings                       78,938,997               69,700,623
          Total stockholders' equity   449,749,964              318,713,413
                                      $904,749,081             $801,041,694
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.

<TABLE>
                      UNITED WASTE SYSTEMS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                Three Months Ended
                                                     March 31
                                                                           
                                      1997                     1996           
                                             (Unaudited)
<S>                           <C>                        <C>
Revenues                      $        95,579,528        $       69,580,498 

Cost of operations                     61,862,294                45,454,342 
Selling, general and administrative 
  expense                              15,201,740                11,409,685 

Income from operations                 18,515,494                12,716,471    
Interest expense                        4,140,527                 3,408,687 

Other income, net                        (661,734)                 (139,234)

Income before provision 
  for pro forma income taxes           15,036,701                 9,447,018 

Provision for pro forma
  income taxes                          6,201,839                 3,669,434 

Pro forma net income          $         8,834,862        $        5,777,584 

Pro forma earnings per common 
  share and common 
  equivalent share            $               .21        $              .15 
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.    
<TABLE>
                      UNITED WASTE SYSTEMS, INC.
       CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              (UNAUDITED)
<CAPTION>
                                   Common Stock          
                          Number                          Additional               
                             of                             Paid-in          Retained
                          Shares             Amount         Capital          Earnings          
<S>                         <C>             <C>          <C>                <C>
Balance,
  December 31, 1996         39,089,553      $39,090      $248,973,700       $69,700,623 
Poolings-of-interests          384,472          384           192,691        (1,483,055)
Exercise of common
  stock warrants
  and options                   27,137           27         2,174,421 
Issuance of
  common stock               3,528,159        3,528       121,162,035 
Subchapter S 
  distributions of
  pooled entities                                                              (168,145)
Pro forma net income                                                          8,834,862 
Pro forma tax adjustment                                                        319,803 
Reclassification of Subchapter
  S accumulated earnings to 
  paid-in capital                                            (1,734,909)      1,734,909 
Balance, 
  March 31, 1997            43,029,321      $43,029        $370,767,938     $78,938,997 
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.   
<TABLE>
                      UNITED WASTE SYSTEMS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                              Three Months Ended
                                                   March 31                
                                         1997                       1996        
                                                 (Unaudited)
<S>                                   <C>                     <C>
Cash flows from operating activities:
  Pro forma net income                $  8,834,862            $    5,777,584 
  Adjustments to reconcile 
    pro forma net income 
    to net cash provided by operating 
    activities:                                                 
      Depreciation and amortization     10,588,771                 8,425,379 
      Deferred income taxes              4,261,736                   969,799 
      (Gain)Loss on sale of assets        (184,000)                   12,388 
      Pro forma tax adjustment             319,803                   (89,582)
Changes in operating assets and 
  liabilities:                            
    Accounts receivable                  1,065,640                   511,026 
    Other assets                         4,213,492                  (491,393)
    Accounts payable                    (2,860,442)               (4,556,500)
    Accrued landfill costs                 136,087                   371,884 
    Other liabilities                   (2,321,496)                1,759,603 
    Net cash provided by operating 
      activities                        24,054,453                12,690,188 
Cash flows from investing activities:
  Purchases of property and equipment  (10,122,690)               (7,911,669)
  Proceeds from sale of assets             678,000                        
  Restricted investments, net (held to
    maturity)                             (307,563)                1,985,768 
  Payments of contingent purchase price (1,388,400)                 (555,420)
  Payments of capitalized project costs (1,363,132)                 (290,628)
  Purchases of other companies, 
    net of cash acquired               (18,112,715)              (28,650,056)
  Net cash used in investing activities(30,616,500)              (35,422,005)
Cash flows from financing activities:
  Due to sellers                           (96,227)               (2,243,872)
  Proceeds from debt                    17,300,000                21,261,106 
  Repayments of debt                   (57,685,679)               (9,611,264)
  Repayments of capital lease obligations (521,993)                 (332,185)
  Subchapter S distributions of pooled
    entities                              (168,145)                 (608,037)
  Proceeds from exercise of common
    stock warrants and options           2,174,448                10,781,455 
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
<TABLE>
                      UNITED WASTE SYSTEMS, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
<CAPTION>
                                         Three Months Ended
                                             March 31                
                                  1997                       1996             
                                              (Unaudited)
<S>                                  <C>                   <C>
  Net proceeds from issuance 
    of common stock                  118,943,071                      
  Net cash from financing activities  79,945,475           19,247,203 
  Increase (Decrease) in cash and
    cash equivalents                  73,383,428           (3,484,614)
Cash and cash equivalents at 
  beginning of period                  2,567,854            6,721,849 
Cash and cash equivalents at
  end of period                      $75,951,282           $3,237,235 

Supplemental disclosure of cash flow
information:
  Cash paid during the period for interest,
    net of amounts capitalized       $ 3,624,676           $3,509,942 
  Net cash (received) paid during the 
    period for income taxes          $(3,069,561)          $2,157,320 
Supplemental schedule of noncash investing
  and financing activities:
  The Company acquired the net assets
    and assumed certain liabilities of
    other companies as follows:
  Fair value of net assets acquired:
    Property and equipment            $ 9,646,151           $15,960,870 
    Other assets, net of cash acquired 20,343,794            23,789,450 
    Less liabilities assumed           (9,001,457)           (7,823,613)
    Less amounts due to seller           (245,858)           (2,006,922)
    Less amounts paid in common stock  (2,222,492)           (1,144,893)
    Less deposits and capitalized project
      costs paid in prior periods        (407,423)             (124,836)
    Net cash paid                      $18,112,715          $28,650,056 
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.


                    UNITED WASTE SYSTEMS, INC.
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     March 31, 1997 and 1996

Note 1 - Basis of presentation

    The Condensed Consolidated Financial Statements included
herein are unaudited and, in the opinion of management, such
financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary to a fair statement of the
results of the interim periods presented.  Interim financial
statements do not require all disclosures normally presented in
year-end financial statements, and, accordingly, certain
disclosures have been omitted.  The Condensed Consolidated
Financial Statements included herein should be read in conjunction
with the Company's Consolidated Financial Statements and related
Notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996.

    The Condensed Consolidated Statement of Operations and
Statement of Cash Flows for the three months ended March 31, 1996
of the Company have been restated to include the accounts of
certain acquisitions completed in 1996, that were accounted for as
poolings-of-interests.  See Note 2.  

    In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share ("SFAS 128"), which is
required to be adopted on December 31, 1997.  At that time, the
Company will be required to change the method currently used to
compute earnings per share and to restate all prior periods. Under
the new requirements for calculating earnings per share, basic
earnings per share will exclude the dilutive effect of the
Company's stock options and warrants.  Implementation of SFAS 128
is expected to result in basic earnings per share for the three
months ended March 31, 1997 and March 31, 1996 of $.22 and $.16 
respectively and diluted earnings per share of $.21 and $.15,
respectively.

    In October 1996, the Accounting Standards Executive Committee
of the American Institute of Certified Public Accountants issued
Statement of Position No. 96-1 ("SOP 96-1"), Environmental
Remediation Liabilities.  SOP 96-1 provides authoritative guidance
on the recognition, measurement, display and disclosure of
environmental remediation liabilities. SOP 96-1 also contains a
discussion of major federal legislation relating to environmental
remediation and pollution prevention and control.  The adoption of
SOP 96-1 did not have a material effect on the Company's financial
position and results of operations.

    The per share data of the Company included in the Condensed
Consolidated Statement of Operations for the three months ended
March 31, 1996 has been adjusted to reflect a two-for-one stock
split in the form of a 100% stock dividend that became effective in
June 1996.

Note 2 - Acquisitions

    The table below provides a summary description of completed
acquisitions (not including acquisitions described below that were
accounted for as poolings-of-interests) during the three months
ended March 31, 1997:


Type of Operation                       Number Acquired           

Landfill                                      1(1)

Collection companies                         16(2)

Transfer stations                             2(3)

---------------
(1)  The landfill is located in Illinois.

(2)  The collection companies (including 12 tuck-in acquisitions)
are located in Arizona, California, Illinois, Kentucky, Maine,
Massachusetts, New Mexico, North Dakota, Pennsylvania, Rhode
Island, Vermont, and Wisconsin.

(3)  The transfer stations are located in Kentucky and Wisconsin.

     The above acquisitions have been accounted for as purchases
and, accordingly, the results of their operations have been
included in the Company's Condensed Consolidated Financial
Statements from their respective acquisition dates.

    The following table summarizes, on an unaudited pro forma
basis, the combined results of operations of the Company for the
three months ended March 31, 1997 and 1996 as though (i) the
acquisitions summarized above (excluding certain thereof that were
not material individually or in the aggregate) which were
consummated in the three months ended March 31, 1997, were made on
January 1, 1997, in the case of the results for the three months
ended March 31, 1997, and (ii) each acquisition which was
consummated during the period of January 1, 1996 to March 31, 1997
as described above and in Note 3 to the Notes to Consolidated
Financial Statements included in the Company's 1996 Annual Report
on Form 10-K (excluding certain thereof that were not material
individually or in the aggregate), was made on January 1, 1996, in
the case of the results for the three months ended March 31, 1996.
<TABLE>
<CAPTION>
                                  Three Months Ended
                                      March 31                          
                        1997                               1996            
<S>                 <C>                            <C>
Revenues            $       97,963,776             $     82,532,878            

Net income                   8,816,153                    5,686,956

Primary earnings                   .21                          .15
  per common share and common 
  equivalent share

Fully diluted earnings
  per common share and common 
  equivalent share                  .21                         .15
</TABLE>

     The unaudited pro forma results are based upon certain
assumptions and estimates which are subject to change.  These
results are not necessarily indicative of the actual results of
operations that might have occurred, nor are they necessarily
indicative of expected results in the future.

     During February and March 1997, the Company issued 384,472
shares of its Common Stock for the acquisitions of five solid waste
management companies.  These transactions were accounted for as
poolings-of-interests; however, these acquisitions were not
material to the Company's consolidated operations and financial
position and, therefore, the 1996 Condensed Consolidated Financial
Statements have not been restated.

     On June 28, 1996, the Company issued 730,765 shares of its
Common Stock for all of the outstanding shares of common stock of
Salinas Disposal Service, Inc., Rural Dispos-All Service, Inc. and
Madison Lane Properties, Inc. (the "Salinas Companies"), a group of
affiliated companies that comprise an integrated solid waste
management company.  This transaction has been accounted for as a
pooling-of-interests and, accordingly, the Condensed Consolidated
Financial Statements have been restated for the three months ended
March 31, 1996 to include the accounts of the Salinas Companies.

     During September 1996, the Company issued 579,857 shares of
its Common Stock for the acquisition of three solid waste
management companies (the "Pooled Companies").  These transactions
were accounted for as poolings-of-interests and, accordingly, the
Condensed Consolidated Financial Statements have been restated for
the three months ended March 31, 1996 to include the accounts of
the Pooled Companies.

     During December 1996, the Company issued 178,701 shares of its
Common Stock for the acquisition of two solid waste management
companies.  These transactions were accounted for as poolings-of-interests; 
however, these acquisitions were not material to the
Company's consolidated operations and financial position and,
therefore, the 1996 Condensed Consolidated Financial Statements
have not been restated.

Note 3 - Contingencies

     While the Company carries a wide range of insurance coverage
for the protection of the Company's assets and operations, the
Company does not carry insurance coverage for environmental
liability, except as described in the following sentence.  The
Company's insurance coverage for environmental liability is limited
to (i) contractor pollution liability insurance that relates to
certain environmental services provided by the Company and (ii)
certain other pollution liability insurance which is the equivalent
to self-insurance because under the terms thereof the Company is
required to fully reimburse the insurance company for any paid
claims.  In the event uninsured losses occur, the Company's net
income and financial position could be materially adversely
affected. 

     On May 26, 1995, the Company sued Robert Foley and Matthew
Parzych in the United States District Court for the District of
Connecticut, Case No. 3:95-CV-985.  The defendants sold stock in
certain Massachusetts corporations to the Company under an
agreement dated April 1, 1992 (the "1992 agreement").  In the suit
the Company seeks approximately $1,115,000 in cash and securities
from an escrow account and additional amounts from defendants by
reason of indemnity provisions contained in the 1992 agreement and
confirmed in an agreement dated January 28, 1994 (the "1994
agreement").  The defendants have counterclaimed against the
Company and its chief executive officer, seeking to invalidate the
1994 agreement primarily for alleged lack of consideration and
economic duress, and to receive alleged damages and costs.  The
counterclaims for damages are primarily for alleged
misrepresentations by the Company in connection with the 1992
agreement, and were asserted by defendants notwithstanding
provisions in the 1994 agreement which generally released the
Company from all claims.  The Company moved to summarily dismiss the
counterclaims.  On March 31, 1997, the Court granted the Company's
motion in part and denied it in part.  The Company intends
vigorously to pursue its claims in this action and to defend
against the remaining counterclaims.  In the opinion of management,
this claim should not materially affect the financial position of
the Company.

     In June 1996, Dale Lynch, Dennis Lynch and D.L. Lynch sued the
Company, its chief executive officer and a subsidiary of the
Company in the Circuit Court of Whitley County, Kentucky (Index No.
96 CI 00355).  The subsidiary purchased the Tri-County landfill
from the plaintiffs in 1991.  The suit primarily seeks compensatory
and punitive damages for alleged breach of contract and for
allegedly fraudulent representations in connection with this
purchase.  The Company has filed a counterclaim for breach of
warranties and fraud.  The Company has also sought indemnification
for breach of warranties.  In January 1997, the plaintiffs filed an
amended complaint, which seeks relief similar to that of their
original complaint.  The Company filed a Motion to Dismiss seven of
the eight counts in the complaint, including the fraud count.  The
Company has served discovery requests and deposition notices on
plaintiffs and intends to vigorously defend against plaintiffs'
claims and prosecute its counterclaim.  In the opinion of
management, this suit should not materially affect the financial
position of the Company.

     In July 1996 the Company filed suit against H.A.M. Sanitary
Landfill, Inc. and its shareholders.  The suit is now pending in
the Circuit Court for Monroe County, West Virginia, Civil Action
No. 96-C-51.  The Company, among other things, seeks to recover
$1.8 million in advances which the Company made in connection with
an agreement, since terminated, to purchase the H.A.M. Sanitary
Landfill in West Virginia from the defendants, and to recover
certain personal property.  The defendants in September 1996 filed
a counterclaim against the Company and a subsidiary which seeks
compensatory and punitive damages for claims of alleged breach of
contract, breach of fiduciary duty under an alleged joint venture,
unjust enrichment and fraud.  The Company will vigorously prosecute
its claim and defend against the counterclaim.  In the opinion of
management, the counterclaim should not materially affect the
financial position of the Company.

     On April 17, 1997, a purported class action on behalf of the
public shareholders of the Company entitled Schipper v. United
Waste et al., Civil Action No. 15664-NC, was filed in the Court of
Chancery of the State of Delaware against the Company and each of
the members of the Company's Board of Directors asserting, among
other things, that defendants breached their fiduciary duties to
stockholders of the Company in negotiating the Merger Agreement (as
defined in Note 4 below) and in engaging in certain related alleged
acts and omissions.  The complaint seeks, among other things,
injunctive and other equitable relief against consummation of the
Merger (as defined in Note 4 below), and damages and costs in an
unspecified amount.  The Company believes the claim is without
merit.

     The Company accrues the costs for closure and post-closure
monitoring over the life of its owned landfills and will pay out
these costs over the next thirty years.  Major components of these
costs include closure cap construction, leachate treatment and
groundwater monitoring.  The Company accrues these costs utilizing
engineering estimates based on current governmental regulations
regarding closure requirements.  The Company estimates that the
aggregate liability for the closure, post-closure and remediation
costs of its landfills owned at March 31, 1997 will be
approximately $70.2 million.  At March 31, 1997, the Company has
approximately $52.9 million of these costs accrued and, therefore,
has accrued approximately 75.3% of its estimated total costs to
date.

     The Company monitors the availability of airspace at each of
its landfills and the need to obtain permit modifications for
approvals for expansion in order to continue operating these
landfills.  In order to develop and operate a landfill, a
composting facility or transfer station, or other solid waste
management facility, the Company typically must go through several
governmental review processes and obtain one or more permits and
often zoning or other land use approvals.  Once obtained, operating
permits generally must be periodically renewed and are subject to
modification and revocation by the issuing agency.  There can be no
assurance that the Company will succeed in obtaining these permits,
permit modifications or approvals.

Note 4    Subsequent Events

     The Company entered into an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of April 13, 1997 with USA Waste
Services, Inc. ("USA Waste") a Delaware corporation, and Riviera
Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of USA Waste ("Sub"). Subject to the terms and
conditions of the Merger Agreement, the Sub will merge with and
into the Company  (the "Merger"), and each share of common stock of
the Company will be converted into 1.075 shares of common stock of
USA Waste.  The Merger is conditioned upon, among other things,
approval by shareholders of the Company and USA Waste, and
expiration or termination of the waiting period under the 
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Item 2      Management's Discussion and Analysis of Financial
            Condition and Results of Operations.

     The following discussion reviews the Company's operations for
the three months ended March 31, 1997 and 1996 and should be read
in conjunction with the unaudited Condensed Consolidated Financial
Statements and related Notes thereto of the Company included herein
and the Consolidated Financial Statements and related Notes thereto
included in the Company's 1996 Annual Report on Form 10-K.

     The following discussion includes statements that are 
forward-looking in nature.  These statements are generally identified by
the inclusion of phrases such as "the Company expects," "the
Company anticipates," "the Company believes," "the Company
estimates" and other phrases of similar meaning.  Whether such
statements ultimately prove to be accurate depends upon a variety
of factors that may affect the business and operations of the
Company.  Certain of these factors are discussed under the caption
Item 1 - "Business-Factors that May Influence Future Results and
Accuracy of Forward-Looking Statements" included in the Company's
1996 Annual Report on Form 10-K.  The information in such Annual
Report under such caption is incorporated by reference herein.

Introduction

     The Company was formed in July 1989 to acquire and operate
businesses in the nonhazardous solid waste services industry and
since its formation through March 31, 1997, has completed over 180
acquisitions, including 79 completed during 1996 and 23 in the
first three months of 1997.  The focus of the Company's acquisition
program at present is to capitalize on opportunities around its
existing operating regions that will create synergies and
efficiencies, as well as to selectively enter several new regions
annually.  The Company may also selectively consider acquisitions
or consolidation opportunities involving other public companies or
large privately-held companies.

     The acquisitions completed by the Company during 1996  and the
first quarter of 1997 included eleven that were accounted for as 
poolings-of-interests.  (For information concerning such
acquisitions and the restatement of the Company's financial
statements in connection with certain such acquisitions, see Note
2 of Notes to unaudited Condensed Consolidated Financial Statements
of the Company included elsewhere herein).  The other acquisitions
completed during 1996 and the first quarter of 1997 were accounted
for as purchases and, accordingly, the results of operations of the
businesses acquired in these acquisitions are included in the
Company's financial statements only from their respective dates of
acquisition.  In view of the fact that the Company's operating
results for 1997 and 1996 were impacted by these acquisitions that
were accounted for as purchases, the Company believes that the
results of its operations for 1997 and 1996 are not directly
comparable.

General
     
     The Company's revenues have been primarily attributable to (i)
collection revenues and (ii) fees (commonly referred to as "tipping
fees") charged to dispose of waste at the Company's landfills.  The
table below shows for the periods indicated the percentage of the
Company's total revenues attributable to various sources.

                                    Three Months Ended March 31,               
                                 1997                         1996            
Landfill operations(1)            26%                          28%
Collection operations(2)          68                           66 
Waste reuse and reduction
  programs                         3                            3
Other services                     3                            3               
Total                            100%                         100%              

           
(1)  Revenues from landfill operations primarily represent fees
charged to dispose of waste at the Company's landfills (including
fees charged to the Company's collection operations) and fees
collected under landfill operating contracts.

(2)  Excludes the portion of collection revenues attributable to
disposal charges for solid waste collected by the Company and
disposed of at the Company's landfills.

     In certain instances, the amount of revenues that a newly
acquired business contributes to the Company's revenues may be
significantly less than the revenues that such business had prior
to being acquired due to the elimination of intercompany revenues
resulting from consolidation with the Company.

     A portion of the Company's revenues from waste reuse and
reduction programs is derived from the sale of recyclable waste
products.  The resale prices of, and demand for, recyclable waste
products can vary significantly and be subject to changing market
conditions.  Accordingly, the Company's revenues from such sales
may materially vary from period to period.

     Landfill cost of operations include primarily direct and
indirect labor, the legal and administrative cost of ongoing
environmental compliance, certain landfill taxes, franchise fees or
host community fees, rental payments under leases with respect to
landfill sites that are not owned, landfill site maintenance,
depreciation and amortization expense, and accruals for closure and
post-closure expenses anticipated to be incurred in the future. 
Certain direct landfill development costs, such as engineering,
upgrading, construction and permitting costs paid to outside
parties in respect of permits acquired or in the process of being
acquired, are capitalized and amortized based on consumed airspace. 
All indirect landfill development costs, such as executive
salaries, general corporate overhead, public affairs and other
corporate services, are expensed as incurred.  The Company believes
that the costs associated with the engineering, ownership and
operation of landfills will increase in the future as a result of
increasing federal, state and local regulation and a growing
community awareness of the landfill permitting process. 

     Collection cost of operations includes direct and indirect
labor, insurance, fuel, equipment maintenance costs, tipping fees
paid to third party landfills and, with respect to the Company's
asbestos collection operations, transportation costs.

     Selling, general and administrative expense ("SG&A") includes
primarily management salaries, clerical and administrative
overhead, costs associated with the Company's commercial and
industrial sales force and community relations expenses.  SG&A also
includes expenses associated with completing acquisitions that are
accounted for as pooling-of-interests, since such expenses are not
capitalized.

     The Company capitalizes engineering, legal, accounting and
other direct costs that are incurred in connection with potential
acquisitions.  The Company, however, routinely evaluates such
capitalized costs and charges to expense those relating to
abandoned acquisitions.  Indirect acquisition costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred.

     The Company estimates landfill closure and post-closure
reserves based on an analysis of the requirements of the
regulations under Subtitle D of the Resource Conservation and
Recovery Act of 1976 and state laws and regulations.  Since the
annual charge for each landfill is determined based upon the total
estimated unaccrued landfill closure and post-closure costs and the
estimated portion of remaining airspace filled during the year, the
provision may vary from period to period, as the volume of waste
disposed of in the landfill increases or decreases, expansions and
new permits change the life of the landfill and other circumstances
require management to reevaluate and to change such estimates.  The
Company estimates that the aggregate liability for the closure and
post-closure costs of the facilities that it currently owns will be
approximately $70.2 million.  At March 31, 1997, reserves for
landfill closure and post-closure costs (including reserves assumed
through acquisitions) were approximately $52.9 million, and the
balance will be accrued over the remaining operating lives of the
landfills.

Results of Operations

     Three months ended March 31, 1997 and 1996

     Revenues.  Revenues for the first three months of 1997 were
$95.6 million, representing an increase of 37.4% over revenues for
the first three months of 1996 of $69.6 million.  Of this increase,
approximately 28 percentage points were due to the revenues
attributable to (i) the businesses acquired by the Company
subsequent to March 31, 1996 and (ii) businesses that were acquired
during the first quarter of 1996 and thus were included in the
Company's first quarter 1996 results for only a portion of the
quarter and in the Company's first quarter 1997 results for a full
quarter.  The balance of this increase was due to an increase in
1997 in volume of waste received by the Company's operations that
were owned by the Company throughout both periods (approximately 5
percentage points) and in prices charged for services
(approximately 4 percentage points).

     Cost of Operations. As a percentage of revenues, cost of
operations was 64.7% during the first three months of 1997 and
65.3% during the first three months of 1996.  The improvement in
gross margin in 1997 primarily reflected (i) the increase in
revenues attributable to the fee and volume increases discussed
above, which were achieved without corresponding increase in
related costs, and (ii) milder winter weather in the first quarter
of 1997 than in the first quarter of 1996.  This improvement in
gross margin was offset somewhat by the increase in collection
revenues as a percentage of total revenues, since collection
operations generally have lower margins than landfill operations. 

     Selling, General and Administrative Expense.  Selling, general
and administrative expense ("SG&A") increased to $15.2 million
during the first three months of 1997 from $11.4 million during the
first three months of 1996, but as a percentage of revenues
decreased to 15.9% during the first three months of 1997 from 16.4%
during the first three months of 1996.  The decrease in SG&A as a
percentage of revenues in 1997 primarily reflected the fact that,
as the Company completed acquisitions in 1996 and the first quarter
of 1997, its revenues increased without a commensurate increase in
senior management expense or corporate overhead.  Such decrease was
partially offset by the fact that SG&A in the first quarter of 1997
included expenses (representing 2.1% of revenues) related to
acquisitions accounted for as pooling-of-interests, while SG&A in
the first quarter of 1996 did not include any such expenses
(reflecting the fact that the Company completed five 
pooling-of-interests transactions in the first quarter of 1997 and none in the
first quarter of 1996).

     Interest Expense.  Interest expense increased to $4.1 million
in the first three months of 1997 from $3.4 million in the first
three months of 1996.  This increase primarily reflected the fact
that the Company's indebtedness increased subsequent to the first
quarter of 1996 primarily as a result of the completion of
acquisitions.  Interest capitalized as a component of construction
projects during the first three months of 1997 and 1996 amounted to
approximately $0.6 million and $0.2 million, respectively.

     Income Taxes.  Income taxes increased to $6.2 million, or an
effective rate of 41.2%, during the first three months of 1997 from
$3.7 million, or an effective rate of 38.8% during the first three
months of 1996.  The increase in the effective rate in 1997
compared with 1996 was primarily due to the fact that in the first
quarter of 1997 the Company had certain transaction expenses
relating to acquisitions accounted for as pooling-of-interests that
are not deductible in determining taxable income.

Liquidity and Capital Resources

     The Company (i) has used, and expects to continue using, a
substantial amount of cash generated from operations to fund
acquisitions, thereby reducing its current assets and (ii) in
connection with acquisitions and the financing of machinery and
equipment, the Company has assumed or incurred indebtedness with
relatively short-term repayment schedules, thereby increasing its
current liabilities.  As a result of the foregoing financing
practices, the Company has had low levels of working capital or
working capital deficiencies.  Although the Company had working
capital of $78.4 million at March 31, 1997, the Company expects
that in the future it may maintain lower levels of working capital
or working capital deficiencies based on the financing practices
described above.  As discussed below, the Company believes that its
working capital position will not impair its ability to meet its
ongoing cash requirements and continue its acquisition program,
although there can be no assurance of this.

     During the three months ended March 31, 1997, the Company
generated cash from operations of approximately $24.1 million and
had net cash from financing activities of approximately $80.0
million.  The Company used these funds generated from operating and
financing activities to complete business acquisitions of
approximately $18.1 million and for capital expenditures of
approximately $10.1 million.  These acquisitions and capital
expenditures accounted for the increase in property and equipment,
and intangible assets, at March 31, 1997 compared with such amounts
at December 31, 1996.

     In March 1997, the Company completed a public offering in
which it issued 3,450,000 shares of Common Stock at a price of
$36.50 per share.  The net proceeds to the Company from this
offering was approximately $119 million.  The Company used
approximately $47 million of such net proceeds to repay all
outstanding indebtedness under the Company's Credit Facility
described below.  This offering accounted for the increase in cash
and cash equivalents and the decrease in long-term debt, in each
case at March 31, 1997 compared with December 31, 1996.  This
offering was also the primary reason for the increase in
stockholders equity at March 31, 1997 compared with December 31,
1996.

     The Company's $190 million, three year, secured revolving
credit facility due December 1999 (the "Credit Facility") bears
interest on outstanding loans at a rate per annum equal to the
Eurodollar Rate (Reserved Adjusted)(as defined in the loan
agreement providing for the Credit Facility) applicable to each
interest period plus 0.625% to 1.25% per annum or the Alternate
Reference Rate (as defined) from time to time in effect.  The
Credit Facility is secured by the stock of the Company's
subsidiaries, restricts the Company from granting other liens on
its assets (subject to certain limited exceptions), and requires
the Company to comply with certain covenants including, but not
limited to, maintenance of certain financial ratios, limitation on
additional indebtedness, limitation on capital expenditures and a
prohibition on the Company's payments of cash dividends on its
capital stock.  The Credit Facility also currently requires that
the consent of the lenders be obtained in order for the Company to
make an acquisition that provides for an aggregate purchase price
of $50 million or more.  In addition, the Credit Facility prohibits
the Company from using more than $15 million of its cash to secure
closure and post-closure obligations that the Company may have
relating to its landfills.  At March 31, 1997, there was no
indebtedness outstanding under the Credit Facility compared with
$31.5 million outstanding at December 31, 1996, reflecting the
repayment of all indebtedness under the Credit Facility from the
proceeds of the public offering as described above. 

     The Credit Facility also allows the Company to obtain up to
$90 million in letters of credit.  These letters of credit may be
used, among other purposes, to secure or support closure
obligations that the Company may have relating to its landfills. 
At March 31, 1997, the face amount of outstanding letters of credit
issued pursuant to the Credit Facility was approximately $67.7
million.  The aggregate amount that the Company is permitted to
borrow under the Credit Facility is reduced by the aggregate face
amount of all outstanding letters of credit issued thereunder.

     Set forth is a discussion of the Company's primary ongoing
cash requirements and the means by which it expects to meet these
requirements in the future.

     Operating Activities.  The Company anticipates that for the
foreseeable future, cash on hand and cash generated from operating
activities will be sufficient to provide the cash required for
operating activities.

     Capital Expenditures.  The Company expects to make capital
expenditures on an ongoing basis for improvements to, and expansion
of, its landfills and for equipment purchases.  The Company
estimates that the capital expenditures that will be required in
respect of the existing operations of the Company will be in the
range of $55 million to $60 million during the last nine months of
1997 and $65 to $70 million in 1998.  The Company expects that it
will fund such estimated capital expenditures in respect of its
existing operations from cash on hand, cash generated from
operations, supplemented, if required, by borrowings available
under the Credit Facility.  In addition, the Company expects that
it will be required to make capital expenditures in respect of new
operations that it may hereafter acquire.  The Company cannot
quantify at this time the amount of such capital expenditures. 

     Acquisitions.  An element of the Company's strategy is to
continue to acquire additional solid waste companies.  The Company
expects to pay for future acquisitions using cash, capital stock,
assumption of indebtedness and/or notes, ongoing royalties and
contingent payments.  The Company expects that any cash required
for future acquisitions will be provided by a combination of cash
on hand, cash generated from operations, borrowings available under
the Credit Facility and future debt or equity financing.  There can
be no assurance, however, that any such future debt or equity
financing will be available or, if available, will be available on
terms satisfactory to the Company.

     In order to minimize cash required to complete acquisitions
and adequately secure indemnity obligations, the Company frequently
structures its landfill acquisitions in a manner such that a
portion of the purchase consideration is deferred, contingent or
payable in the form of future royalties.  The Company expects that
deferred or contingent payments and royalties that may become
payable in respect of its completed acquisitions will be funded
from cash on hand, cash generated from operations, supplemented, if
required, by borrowings available under the Credit Facility.

     Debt Repayment.  At March 31, 1997, the Company had debt and
capital lease obligations of approximately $278.4 million.  The
Company will be obligated to retire approximately $4.6 million and
$5.9 million of indebtedness during the remainder of 1997 and in
1998, respectively.  The Company plans to meet such obligations
from cash on hand, cash generated from operations, borrowings
available under the Credit Facility and/or additional financing.

     Financial Assurance.  The Company is required to provide
financial assurance to various governmental and regulatory bodies
for closure, post-closure and remediation obligations.  The Company
provides for these financial assurance obligations primarily
through the issuance of letters of credit obtained under the Credit
Facility, as well as through surety bonds and irrevocable trust
funds.  As of March 31, 1997, the aggregate amount of these
financial assurance obligations was $43.7 million, $33.8 million of
which is being satisfied by letters of credit obtained under the
Credit Facility. 

Capital Expenditures

     The Company, in accordance with generally accepted accounting
principles, capitalizes certain expenditures and advances relating
to its acquisitions, pending acquisitions and landfill development
and expansion projects.  Indirect acquisitions costs, such as
executive salaries, general corporate overhead, public affairs and
other corporate services, are expensed as incurred.  The Company's
policy is to charge against earnings any unamortized capitalized
expenditures or advances (net of any portion thereof that the
Company estimates will be recoverable, through sale or otherwise)
relating to any operation that is permanently shut down, any
pending acquisition that is not consummated, and any landfill
development or expansion project that is not successfully
completed.  The Company also has a substantial investment in its
permitted landfills.  If any of the Company's landfills were to
lose their permits, the Company would charge against earnings the
unamortized portion of its investment and any necessary
acceleration of closure and post closure accruals.  The Company has
capitalized expenditures with respect to substantially all of its
other operations.  There can be no assurance that the Company will
not be required in future periods to incur charges against earnings
relating to these capitalized expenditures in excess of the
scheduled amortizations.


     The Company capitalizes certain costs related to obtaining
certain financings and amortizes these costs over the life of the
related financing.  In the event that the Company refinances any
financings with respect to which it has capitalized costs, the
Company would be required to charge against earnings the
unamortized portion of such costs.  At March 31, 1997 the Company's
unamortized financing costs amounted to approximately $6.6 million.

Inflation and Prevailing Economic Condition

     To date, inflation has not had a significant impact on the
Company's operations.  The Company generally enters into long-term
contracts only if such contracts include provisions for price
escalations based on a price index.

Seasonality

     The Company's revenues tend to be somewhat lower in the winter
months.  This is generally reflected in the Company's first quarter
results and may also be reflected in its fourth quarter results.
This is primarily attributable to the fact that (i) the volume of
waste relating to construction and demolition activities and
activities relating to the remediation of contaminated soils tends
to increase in the spring and summer months and (ii) the volume of
waste relating to industrial and residential waste in certain of
the regions where the Company operates tends to decrease during the
winter months.  Particularly harsh weather conditions may result in
the temporary suspension of certain of the Company's operations and
could adversely affect the Company's overall results of operations.

PART II   OTHER INFORMATION

Item 1    Legal Proceedings


     On May 26, 1995, the Company sued Robert Foley and Matthew
Parzych in the United States District Court for the District of
Connecticut, Case No. 3:95-CV-985.  The defendants sold stock in
certain Massachusetts corporations to the Company under an
agreement dated April 1, 1992 (the "1992 agreement").  In the suit
the Company seeks approximately $1,115,000 in cash and securities
from an escrow account and additional amounts from defendants by
reason of indemnity provisions contained in the 1992 agreement and
confirmed in an agreement dated January 28, 1994 (the "1994
agreement").  The defendants have counterclaimed against the
Company and its chief executive officer, seeking to invalidate the
1994 agreement primarily for alleged lack of consideration and
economic duress, and to receive alleged damages and costs.  The
counterclaims for damages are primarily for alleged
misrepresentations by the Company in connection with the 1992
agreement, and were asserted by defendants notwithstanding
provisions in the 1994 agreement which generally released the
Company from all claims.  The Company moved to summarily dismiss the
counterclaims.  On March 31, 1997, the Court granted the Company's
motion in part and denied it in part.  The Company intends
vigorously to pursue its claims in this action and to defend
against the remaining counterclaims.  In the opinion of management,
this claim should not materially affect the financial position of
the Company.

     On January 9, 1996, the Junker Landfill Trust sued the
Company, Junker Sanitation Services, Inc., United Waste Transfer,
Inc., both of which are subsidiaries of the Company, and
approximately 800 other parties in the United States District Court
for the Western District of Wisconsin, Case No. 96C-19S, for the
contribution under the Comprehensive Environmental Response
Compensation and Liability Act ("CERCLA"), as well as state common
law, with respect to the Junker Landfill site in Hudson, Wisconsin. 
By order entered July 19, 1996, the court approved a consent decree
which was signed by the Company and others with respect to this
site.  The Company's obligations under the consent decree are
secured by, and limited to, certain indemnification rights which
the Company has against the owner of Junker Sanitation Services,
Inc.  A settlement agreement has been reached with the Plaintiff
which involves no payment obligation on the part of Junker
Sanitation Services, Inc., United Waste systems, Inc., or United
Waste Transfer, Inc.

          On April 17, 1997, a purported class action on behalf of
the public shareholders of the Company entitled Schipper v. United
Waste et al., Civil Action No. 15664-NC, was filed in the Court of
Chancery of the State of Delaware against the Company and each of
the members of the Company's Board of Directors asserting, among
other things, that defendants breached their fiduciary duties to
stockholders of the Company in negotiating the Merger Agreement
(described in Note 4 to Notes to Unaudited Condensed Consolidated
Financial Statements under Item 1 to this Report) and in engaging
in certain related alleged acts and omissions.  The complaint
seeks, among other things, injunctive and other equitable relief
against consummation of the Merger, and damages and costs in an
unspecified amount.  The Company believes the claim is without
merit.
 
Item 2    Changes in Securities

Sale of Unregistered Securities

     Set forth below is certain information concerning sales by the
Company of unregistered securities during 1997.  The issuances by
the Company of the securities sold in the transactions referenced
below were not registered under the Securities Act of 1933,
pursuant to the exemption contemplated by Section 4(2) thereof for
transactions not involving a public offering.

                                  Shares
Month                             Issued               
February                          119,523
March                             613,463
  Total                           732,986

     The above issued shares of the Company's Common Stock were
issued to acquire six transfer stations and five collection
companies and certain related assets.

Item 6    Exhibits and Reports on Form 8-K

  (a)     Exhibits:

          (1)  Exhibit 10.1 - Underwriting Agreement dated as of
               March 3, 1997 among the Registrant, Goldman, Sachs
               & Co. and other underwriters named herein.
               (Incorporated by reference to Exhibit 10.34 to the
               Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1996). 

          (2)  Exhibit 10.2 - Agreement and Plan of Merger dated
               as of April 13, 1997 by and among USA Waste
               Services, Inc., Riviera Acquisition Corporation and
               United Waste Systems, Inc.  (Incorporated by
               reference to Exhibit 99.1 to the Registrant's
               current report on Form 8-K dated April 16, 1997).

          (3)  Exhibit 11 - Computation of earnings per share

          (4)  Exhibit 27 - Financial Data Schedule

          (5)  Exhibit 99.1 - Information that appears in the
               Company's Report on Form 10-K for the year ended
               December 31, 1996 under Item 1 - "Business -    
               Factors that May Influence Future Results and      
               Accuracy of Forward - Looking Statements."

  (b)     Reports on Form 8-K:

          (1)  Form 8-K - Dated March 3, 1997, Items 5 and 7.

          (2)  Form 8-K - Dated March 11, 1997, Item 5.

          

                            SIGNATURES

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                              UNITED WASTE SYSTEMS, INC.


Dated:  May 14, 1997          By:  /s/ Michael J. Nolan
                                   Michael J. Nolan
                                   Chief Financial Officer
                                   (Principal Financial Officer)

                    
Dated:  May 14, 1997          By:  /s/ Sandra E. Welwood
                                   Sandra E. Welwood
                                   Vice President, Controller
                                   (Chief Accounting Officer)